Mr. Keith Bodnarchuk of Cosa reports

COSA ANNOUNCES C$5 MILLION PRIVATE PLACEMENT, INCLUDING PARTICIPATION BY DENISON MINES

Cosa Resources Corp. has entered into an agreement with Haywood Securities Inc., on behalf of itself and a syndicate of agents, which have agreed to sell, on a commercially reasonable efforts private placement basis, up to eight million units of the company at a price of 25 cents per unit and up to 7,058,824 charity flow-through units of the company at a price of 42.5 cents per charity flow-through unit for aggregate gross proceeds to the company of up to $5,000,000.20.

Cosa's largest shareholder, Denison Mines Corp., has indicated that it will participate in the offering up to an amount that will maintain its holdings in Cosa at approximately 19.95 per cent following the completion of the offering, pursuant to its pre-emptive and top-up rights under the investor rights agreement between Denison and Cosa dated Jan. 14, 2025. Denison is a leading Athabasca-basin-focused uranium mining, development and exploration company with a market capitalization of over $2-billion. Denison's current focus is advancing the development-stage Wheeler River project, which represents one of the largest undeveloped uranium mining projects in the infrastructure-rich eastern portion of the Athabasca basin.

Each unit will consist of one common share of the company plus one-half of one common share purchase warrant. Each charity flow-through unit will consist of one common share of the company that qualifies as a flow-through share within the meaning of the Income Tax Act (Canada) and will qualify as an eligible flow-through share as defined in the Mineral Exploration Tax Credit Regulations, 2014 (Saskatchewan), plus one-half of one warrant. Each warrant will entitle the holder thereof to purchase one common share of the company at an exercise price of 37 cents for 24 months following the closing date (as defined below).

In addition, the company has granted the agents an option, exercisable in whole or in part by the agents, at any time up to 48 hours prior to the closing date (as defined below), to purchase up to an additional $1-million worth of offered securities.

The company understands that purchasers of the charity flow-through units may immediately resell or donate some or all of the charity flow-through units to registered charities, who may sell such units concurrent with closing of the offering to purchasers arranged by the agents at a price per resale unit equal to the unit issue price.

The company intends to use the net proceeds from the sale of units to finance exploration and for additional working capital purposes. The gross proceeds from the sale of charity flow-through units will be used by the company to incur eligible Canadian exploration expenses that qualify as flow-through critical mineral mining expenditures, as such terms are defined in the Income Tax Act (Canada), and to incur eligible flow-through mining expenditures pursuant to the Mineral Exploration Tax Credit Regulations, 2014 (Saskatchewan), related to the company's uranium projects in the Athabasca basin in Saskatchewan on or before Dec. 31, 2026. All qualifying expenditures will be renounced in favour of the subscribers of the charity flow-through units effective Dec. 31, 2025.

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106, Prospectus Exemptions, the offered securities sold to purchasers who are not on the president list (including the offered securities sold pursuant to the overallotment option) will be offered pursuant to the listed issuer financing exemption under Part 5A of NI 45-106. The unit shares, flow-through shares and warrant shares issuable pursuant to the sale of the LIFE securities will be immediately freely tradable under applicable Canadian securities legislation.

Any offered securities sold to purchasers who are on the president list (including any offered securities sold to Denison) (collectively, the non-LIFE securities) will be offered by way of the accredited investor, family, friends and business associates, and minimum amount investment exemptions under NI 45-106 in all of the provinces of Canada, except Quebec, or, in the case of the units, also in offshore jurisdictions and the United States on a private placement basis pursuant to one or more exemptions from the registration requirements of the U.S. Securities Act. The unit shares, flow-through shares and warrant shares issuable pursuant to the sale of the non-LIFE securities will be subject to a hold period ending on the date that is four months plus one day following the closing date under applicable Canadian securities laws.

The offering is expected to close on or about Feb. 26, 2025, or such other date as the company and the agents may agree and is subject to certain conditions, including, but not limited to, receipt of all necessary approvals, including the approval of the TSX Venture Exchange.

The company will pay to the agents a cash commission of 5.0 per cent of the gross proceeds raised in respect of the offering, other than in respect of offered securities issued to certain purchasers on a president list to be agreed upon by the company and the agents, in which case the commission in respect of such issuance shall be equal to 3.0 per cent. In addition, the company will issue to the agents compensation options, exercisable for a period of 24 months following the closing date, to acquire in aggregate that number of common shares that is equal to 6.0 per cent of the number of offered securities sold under the offering at an exercise price equal to the unit issue price, other than in respect of offered securities issued to purchasers on the president list, in which case the company will not issue any compensation options.

There is an offering document related to the offering that can be accessed under the company's profile on SEDAR+ and on the company's website. Prospective investors should read this offering document before making an investment decision.

About Cosa Resources Corp.

Cosa Resources is a Canadian uranium exploration company operating in Northern Saskatchewan. The portfolio comprises roughly 237,000 hectares across multiple 100-per-cent-owned and Cosa-operated joint venture projects in the Athabasca basin region, all of which are underexplored, and the majority of them reside within or adjacent to established uranium corridors.

Cosa's award-winning management team has a long record of success in Saskatchewan. In 2022, members of the Cosa team were awarded the AME Colin Spence Award for their previous involvement in discovering IsoEnergy's Hurricane deposit. Prior to Hurricane, Cosa personnel led teams or had integral roles in the discovery of Denison's Gryphon deposit and 92 Energy's GMZ zone and held key roles in the founding of both NexGen and IsoEnergy.

In January, 2025, the company entered a transformative strategic collaboration with Denison that has secured Cosa access to several additional highly prospective eastern Athabasca uranium exploration projects. As Cosa's largest shareholder, Denison gains exposure to Cosa's potential for exploration success and its pipeline of uranium projects.

Cosa's primary focus through 2024 was initial drilling at the 100-per-cent-owned Ursa project, which captures over 60 kilometres of strike length of the Cable Bay shear zone, a regional structural corridor with known mineralization and limited historical drilling. It potentially represents the last remaining eastern Athabasca corridor to not yet yield a major discovery, which the company believes is primarily due to a lack of modern exploration. Modern geophysics completed by Cosa in 2023 identified multiple high-priority target areas characterized by conductive basement stratigraphy beneath or adjacent to broad zones of inferred sandstone alteration -- a setting that is typical of most eastern Athabasca uranium deposits. Guided by a recently completed ambient noise tomography (ANT) survey, Cosa's second and most recent drilling campaign at Ursa intersected a significant zone of unconformity-style, sandstone-hosted structure and alteration underlain by several intervals of anomalous radioactivity in the basement rocks.

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